(TRANSLATION OF THE CHARTER) UNDER SECTION 28 OF THE BANGLADESH ACT 1994
Part I: MEMORANDUM OF ASSOCIATION OF THE SOCIETY
Name of the organization applied in accordance with Section 28 of the 1994 Act
of the People’s Republic of Bangladesh:
1. Alternative name (in accordance with the common aims and purposes of Vietnamese enterprises):
“VIETNAM BUSINESS SOCIETY IN BANGLADESH”
Abbreviated Name: VBS
2. The registered office of the Society shall be located in Bangladesh.
3. The objectives for which the Society is established are all or any of the following objectives, and shall be carried out upon obtaining the necessary permission of the Government/relevant Authority/competent authority.
3.1. To promote the spirit of cooperation among all members so that they may jointly develop Trade, Industrial, Educational, Tourism, and other bilateral relations between Bangladesh and Vietnam.
3.2. To promote and protect trade, industrial, cultural, educational, and tourism activities and bilateral relations between Bangladesh and Vietnam.
3.3. To promote the exchange of information between Bangladesh and Vietnam in order to enhance mutual understanding of each other’s potential and opportunities.
3.4. To gather information relating to existing technology of Vietnam that may be suitably applied in Bangladesh, and to encourage Vietnamese organizations interested in the transfer of such technology and know-how.
3.5. To support and assist Vietnamese Companies in investing in Bangladesh, and Bangladeshi Companies in doing likewise in Vietnam.
3.6. To collect, evaluate, and disseminate among members statistical and other information relating to Investment, Trade, Industry, Technology, and other matters of common interest to both countries.
3.7. To provide a channel of communication between the members of the Society and the Government of Bangladesh.
3.8. To affiliate and cooperate with other organizations having the same objectives, particularly in Vietnam.
– To promote and support measures calculated to benefit and protect the interests of members.
3.9. To establish and sponsor exchange programs, seminars, and exhibitions in Bangladesh and Vietnam for the benefit of members and other interested business organizations.
3.10. To maintain the high standing and civic and commercial reputation of Vietnam in Bangladesh and to ensure that Vietnam’s interests are respected on ethical and legal grounds.
3.11. To promote the development of managerial and professional skills in Bangladesh with the support of appropriate organizations in Vietnam, and to promote the exchange of management personnel between the two countries.
3.12. To act as arbitrator in resolving disputes arising from commercial transactions between parties who voluntarily agree, or agree to abide by the judgment or decision, of the Vietnam Business Society in Bangladesh.
3.13. To acquire, by purchase, negotiated lease, or otherwise, land and buildings and all other property, movable and immovable, of the Society for such purposes as may from time to time be deemed appropriate to acquire.
3.14. To sell, improve, dispose of for a fixed term, or otherwise deal with the whole or any part of the property of the Vietnam Business Society in Bangladesh.
3.15. To construct on any premises acquired, or any building for the purposes of the office, and to alter, add to, or demolish any building on such premises.
3.16. To lend or raise any sums of money required for the purposes of the Society on such terms and in such manner as may be determined, and upon such securities, in particular by the issuance of bonds secured on all or any of the property of the Society.
3.17. To set aside, apply, or register any sums of money, securities, shares, or stock left or transferred to the office for such charitable or benevolent objects, or for any public, general, or useful object or purpose as the donor may direct, or, in the absence of such direction, as may from time to time be determined by the office in General Meeting.
3.18. To establish, or assist in establishing and supporting, associations, organizations, trust funds, and facilities calculated in relation to such persons, and to grant pensions and allowances.
3.19. To establish, become a member of, and cooperate with any other body, whether incorporated or not, having objectives the same as or substantially similar to the objectives of the Society, and to collect and communicate information from any body that may be capable of furthering the objects of the Society.
3.20. To do all such other things as may be conducive to the expansion of trade, commerce, industry, and manufacturing, or incidental to the attainment of the above objects or any of them.
3.21. To assist and promote the industrialization of the country through coordination with the Government and other autonomous and semi-autonomous organizations involved in industrial development.
3.22. To support the promotion of Vietnamese products through fairs & exhibitions in Bangladesh, and of Bangladeshi products through fairs & exhibitions in Vietnam.
3.23. To appoint an Agency or representative within or outside Bangladesh to conduct the business affairs of the Society.
3.24. To establish branches at locations as determined by the Board of Directors.
3.25. To establish showrooms displaying Bangladeshi goods in Vietnam and Vietnamese goods in Bangladesh.
a) To send delegations representing the Vietnam-Bangladesh business community to attend international or other conferences held in Vietnam-Bangladesh.
b) To review and assist in the formulation of Government policy from time to time on matters relating to trade, commerce, and industry.
c) To promote, encourage, and assist commercial and technical education, as well as the study of various fields of Arts, Commerce, and Science in Vietnam that may lead to the development of trade, commerce, agriculture, and industry in Bangladesh.
d) To publish journals and periodicals, and to disseminate knowledge of trade and commerce, and to find and maintain training facilities for teaching Bangladeshi students in arts, industry, and commerce.
e) To pay out of the funds of the Society all preliminary and incidental fees and expenses for the promotion, formation, and registration of the Society.
f) To arrange for and issue certificates of origin, weighing, measuring, inspection, analysis, and classification, and to carry out all other activities beneficial to the objectives of the Society.
g) To maintain liaison with the Federation of Bangladesh Chambers of Commerce & Industry and other Chambers in Bangladesh and Vietnam.
4. The liability of the members is limited by guarantee.
5. The income and property of the Society, from whatsoever source derived, shall be applied solely towards the promotion of the objects of the Society as set out in this Memorandum of Association, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or profit, to any persons who at any time are or have been members of the Society, or to any of them, or to any person claiming through any of them, provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or employee of the Society, or the payment of or interest on loans from any member of the Society.
6. Every member of the Society undertakes to contribute to the assets of the Society in the event of its being wound up while he/she is a member, or within one year thereafter, towards payment of the debts and liabilities of the Society contracted before the time at which he/she ceased to be a member, and of the costs, charges, and expenses of such winding up, and towards the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding 2,500 taka or the equivalent in dollars.
7. If, upon the winding up or dissolution of the Society, after full payment of all its debts and liabilities, any property whatsoever remains that is not paid to or divided among the members of the Society, the same shall be given or transferred to some other member, association, or organization having objects similar to the objects of the Society, as determined by the vote of three founding members present at the Extraordinary General Meeting of the Society held at or before the time of dissolution, and, in default, according to such number in Bangladesh as may have or obtain authority in the matter.
8. Amendments to this Memorandum of the Society shall be subject to the provisions of the Companies Act 1994 and the approval of the Government, and shall be determined by a three-fourths vote of the members of the Society at an Extraordinary General Meeting.
9. The trade organization shall carry out its activities having regard to State policy and the general interest of the public. Furthermore, it shall not organize, participate in, or support any activity contrary to State regulations or that undermines social peace and order.
We, the organizations/individuals (founding members), in accordance with the minimum number requirement (applicable under the 1994 Act of Bangladesh), whose names and addresses are registered below, hereby confirm the formation of a Society under this Memorandum of Association.
Please continue to Part II